Common use of Prohibited Actions Clause in Contracts

Prohibited Actions. (a) Other than as set forth in Section 8.1, Purchaser shall not take, and shall cause its Affiliates (including the Acquired Companies) not to take, any action outside the ordinary course of business after the Closing on the Closing Date (or pursuant to a plan in existence on the Closing Date) that would reasonably be expected to (i) increase any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (A) that would be taken into account in determining the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2. (b) Without limiting the generality of Section 8.7(a), other than as set forth in Section 8.1, following the Closing Date, neither Purchaser nor any of its Affiliates (including the Acquired Companies) shall (i) make any election with respect to any Acquired Company or change any method of Tax accounting or any Tax accounting period of any Acquired Company, which election or change would be effective on or prior to the Closing Date, (ii) amend any previously filed Tax Returns of the Acquired Companies for a Pre-Closing Tax Period, (iii) file Tax Returns of the Acquired Companies for a Pre-Closing Tax Period in a manner inconsistent with past practice (except as otherwise provided under Section 8.2) or in a jurisdiction where the relevant Acquired Company has not historically filed Tax Returns, (iv) settle or compromise any Tax audit or similar proceeding with respect to the Acquired Companies for any Pre-Closing Tax Period, (v) initiate discussions or examinations with Tax Authorities regarding Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or (vi) make any voluntary disclosures with respect to Taxes of the Acquired Companies for Pre-Closing Tax Periods, in each case, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed) if such action would reasonably be expected to (A) increase any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (I) that would be taken into account in determining the Final Purchase Price or (II) for which Seller would otherwise be responsible pursuant to Section 8.2 or (B) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2.

Prohibited Actions. (a) Other than Except in connection with completing the Permitted Gold Fields Transactions in accordance with the Gold Fields Disclosure Letter or as set forth in Section 8.1, Purchaser shall not take, and shall cause its Affiliates required to complete the Transaction (including the Acquired Companies) not to take, any action outside the ordinary course of business after the Closing on the Closing Date (or pursuant to a plan in existence on the Closing Date) that would reasonably be expected to (i) increase any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (A) that would be taken into account in determining the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2. (b) Without limiting the generality of Section 8.7(aStructure Changes), other than as set forth in Section 8.1, following the Closing Date, neither Purchaser nor any of its Affiliates (including the Acquired Companies) shall (i) make any election with respect to any Acquired Company or change any method of Tax accounting or any Tax accounting period of any Acquired Company, which election or change would be effective on or prior to the Closing Date, (ii) amend any previously filed Tax Returns completion of the Acquired Companies for a Pre-Closing Tax Period, (iii) file Tax Returns of the Acquired Companies for a Pre-Closing Tax Period in a manner inconsistent with past practice (except as otherwise provided under Section 8.2) or in a jurisdiction where the relevant Acquired Company has not historically filed Tax Returns, (iv) settle or compromise any Tax audit or similar proceeding with respect to the Acquired Companies for any Pre-Closing Tax Period, (v) initiate discussions or examinations with Tax Authorities regarding Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or (vi) make any voluntary disclosures with respect to Taxes of the Acquired Companies for Pre-Closing Tax Periods, in each caseTransaction, without the prior written consent of Seller IAMGOLD, Gold Fields shall not permit any Acquired Company to: (i) undertake any merger, amalgamation, business combination, reorganization, recapitalization, liquidation, transfer of material assets, issuance of treasury securities or any other transaction, except in each case with or to another Acquired Company, which would have the effect of changing the direct or indirect legal or beneficial ownership of, or create any Encumbrance on, the shares or material assets of any of the Acquired Companies or enter into any agreement or commitment in respect of any of the foregoing; (a) issue any securities other than to the Vendors or the Acquired Companies (in either such consent not event, the issued securities shall be deemed to form part of the Acquired Interests) or any other persons listed in Schedules A, B or C as being holders of shares of or other interests in any Acquired Company, (b) amend the terms of any securities of the Acquired Companies which are currently outstanding as of the date hereof, or (c) enter into or grant any agreement, right or privilege capable of becoming such for the purchase, subscription, allotment or issue of any unissued securities other than by or to the Vendors or the Acquired Companies (in any such event, the agreement, right or privilege shall be unreasonably withhelddeemed to form part of the Acquired Interests) or any other persons listed in Schedules A, conditioned B or delayedC as being holders of shares of or other interests in any Acquired Company; (iii) if reduce its capital in respect of any class of securities; (iv) declare, set aside or pay any dividend payable in cash, securities, property or otherwise with respect to the shares of such action would reasonably be expected Acquired Company, or make any other distribution whatsoever to the holders of its securities, in each case other than to another Acquired Company; (Av) increase amend or propose to amend its articles or by-laws (or their equivalent); (vi) split, combine or reclassify any Tax liability of Seller the shares of such Acquired Company; (vii) redeem, purchase or offer to purchase, any of its Affiliates (shares other than those held by another Acquired Company; (viii) acquire or agree to acquire any other person (or material interest therein) or division of any other person other than another Acquired Company or in connection with a transaction otherwise permitted by this Agreement; (ix) (a) satisfy or settle any claims or disputes, except such as have been included in the Directly Acquired Companies’ Financial Statements, which are, individually or in the aggregate, in an amount in excess of $3,000,000 or which constitute a claim or liability between Acquired Companies (b) relinquish any contractual rights which are, individually or in the aggregate, in an amount in excess of $3,000,000; or (c) enter into any interest rate, currency or commodity swaps, h▇▇▇▇▇, caps, collars, forward sales or other similar financial instruments other than in the ordinary and regular course of business and not for speculative purposes; (x) except as otherwise permitted by this Agreement or as disclosed in the Gold Fields Disclosure Letter (a) incur or authorize, agree or otherwise become committed to incur any indebtedness for borrowed money or (b) provide or authorize, agree or otherwise become committed to provide any guarantee for borrowed money; or (xi) except as required by International Financial Reporting Standards, any other generally accepted accounting principle to which such Acquired Company (I) that would may be taken into account in determining the Final Purchase Price subject or (II) for which Seller would otherwise be responsible pursuant any applicable Laws, make any changes to Section 8.2 its existing accounting practices or (B) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2make any material tax election inconsistent with past practice.

Prohibited Actions. (a) Other than as set forth in Section 8.1, Purchaser Seller shall not takepermit the Cabot LNG Companies to do any of the following: (i) issue any capital stock or other equity interests in or rights to acquire capital stock or other equity interests in any of the Cabot LNG Companies to any person other than Seller or one of the Cabot LNG Companies; (ii) terminate the services of any present employee, and shall cause its Affiliates consultant or agent material to the Cabot LNG Business except for cause; (including iii) acquire or dispose of any properties or assets material to the Acquired Companies) not to take, any action outside LNG Business except in the ordinary course of business after the Closing on the Closing Date (or pursuant to a plan in existence capital projects disclosed on Schedule 7.2(b) (up to the respective amounts specified on such Schedule for each such project), provided that nothing contained herein shall preclude the termination of the Sublease at Closing Date) that would reasonably be expected to (i) increase any Tax without further liability of Seller Cabot or any of its Affiliates (other than the Acquired Cabot LNG Companies) or of any Acquired Company (A) that would be taken into account in determining the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2.; (biv) Without limiting modify, amend, or waive rights under any Material Contract, except in the generality of Section 8.7(a), other than as set forth in Section 8.1, following the Closing Date, neither Purchaser nor any of its Affiliates (including the Acquired Companies) shall (i) make any election with respect to any Acquired Company or change any method of Tax accounting or any Tax accounting period of any Acquired Company, which election or change would be effective on or prior to the Closing Date, (ii) amend any previously filed Tax Returns of the Acquired Companies for a Pre-Closing Tax Period, (iii) file Tax Returns of the Acquired Companies for a Pre-Closing Tax Period in a manner inconsistent ordinary course consistent with past practice (except as otherwise provided under Section 8.2) or in a jurisdiction where the relevant Acquired Company has not historically filed Tax Returns, (iv) settle cancel or compromise terminate any Tax audit or similar proceeding with respect to the Acquired Companies for any Pre-Closing Tax Period, Material Agreement; (v) initiate discussions or examinations with Tax Authorities regarding Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or (vi) make any voluntary disclosures with respect to Taxes of the Acquired Companies for Pre-Closing Tax Periods, in each case, without the prior written consent of Seller (such consent Buyer, which shall not to be unreasonably withheld, conditioned or delayed) if such action would reasonably be expected to (A) increase execute any Tax liability agreement providing for purchases of Seller LNG by the Cabot LNG Companies, or any amendment to any such agreement unless the agreement or amendment relates to a delivery which will be completed prior to Augu▇▇ ▇, ▇▇▇▇, (▇) ▇▇▇cute any agreement providing for purchases of its Affiliates pipeline gas by the Cabot LNG Companies to be delivered more than 30 days after the date of such agreement, or any amendment to any such agreement unless the agreement or amendment relates to a delivery which will be completed prior to the end of such 30 day period, (C) execute any agreement providing for the sale of LNG or vapor by the Cabot LNG Companies to be delivered on or after November 1, 2000, or any amendment to any such agreement unless the agreement or amendment relates to a delivery which will be completed prior to November 1, 2000, or (D) execute any agreement providing for the chartering of a ship by the Cabot LNG Companies (other than chartering The Matt▇▇▇ ▇▇ one or more of the Acquired Cabot LNG Companies) during a period on or of after August 1, 2000, (E) execute any Acquired Company (I) that would be taken into account in determining agreement requiring capital expenditures by the Final Purchase Price Cabot LNG Companies not contemplated by Schedule 7.2(b), or (IIF) execute any other contract or agreement (or series of related contracts or agreements) requiring expenditures by or imposing obligations on the Cabot LNG Companies, in each case in excess of $1,000,000, provided that in each case of a request for which Seller would otherwise be responsible pursuant to a consent under this Section 8.2 or (B) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2.7.2(b)

Prohibited Actions. From the date hereof until the Closing Date, except as otherwise provided for by this Agreement or consented to in writing by Buyers, which consent will not be unreasonably withheld or delayed, Sellers will not (aand the Shareholders will cause (i) Other acquire any business or entity, by merger or consolidation, purchase of assets or equity interests, or by any other manner, or enter into any contract, letter of intent or similar arrangement with respect to the foregoing, (ii) borrow any money, or incur, assume or guaranty or otherwise become directly or indirectly responsible for the payment of any Indebtedness, other than trade payables incurred in the ordinary course of business; (iii) except as set forth required pursuant to an Employee Plan in Section 8.1effect as of the date hereof, Purchaser shall grant or agree to grant to any employee of any Seller any increase in wages or bonus, severance, profit sharing, retirement, deferred compensation, insurance or other compensation or benefits, establish any new employee benefit plan, program or arrangement that would constitute an Employee Plan if in effect as of the date hereof or amend or agree to amend any Employee Plan; (iv) (x) enter into any contract, agreement or arrangement that would be a Material Contract if entered into prior to the date hereof or (y) materially amend, modify, impair or waive any rights under, or cancel or terminate any Material Contract or any contract, agreement or arrangement described in clause (x); (v) amend, extend, renew or terminate any Lease, or enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property; (vi) make or incur any capital expenditure (or series of related capital expenditures) that are not takecurrently approved in writing or budgeted; (vii) sell, lease, transfer, assign, abandon or permit to lapse any material assets, tangible or intangible, other than in the ordinary course of business, and shall cause its Affiliates other than Excluded Assets, (including viii) pay, discharge, settle or satisfy any material litigation claims, other than payment, discharge or satisfaction in the Acquired Companiesordinary course of business, (ix) not make any material change in any existing inventory management or credit, collection or payment policies, procedures or practices with respect to take, any action accounts receivable or accounts payable outside the ordinary course of business business; (x) materially delay or materially postpone the payment of accounts payable and other Liabilities or accrue any expenses outside the ordinary course of business, or accelerate or accept the prepayment of any notes or accounts receivable or accelerated ▇▇▇▇▇▇▇▇ or recognize revenue outside the ordinary course of business; (xi) make or change any Tax election, consent to any extension or waiver of the statute of limitations thereof, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement that would result in a material increase in Taxes of Sellers for any taxable period ending after the Closing on the Closing Date (or pursuant settle any material Tax audit, claim or assessment relating to a plan in existence on the Closing Date) that would reasonably be expected to (i) increase any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (A) that would be taken into account in determining the Final Purchase Price Sellers, or (Bxii) for which Seller would otherwise be responsible pursuant authorize any of, or commit or agree to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2take any of, the foregoing actions. (b) Without limiting the generality of Section 8.7(a), other than as set forth in Section 8.1, following the Closing Date, neither Purchaser nor any of its Affiliates (including the Acquired Companies) shall (i) make any election with respect to any Acquired Company or change any method of Tax accounting or any Tax accounting period of any Acquired Company, which election or change would be effective on or prior to the Closing Date, (ii) amend any previously filed Tax Returns of the Acquired Companies for a Pre-Closing Tax Period, (iii) file Tax Returns of the Acquired Companies for a Pre-Closing Tax Period in a manner inconsistent with past practice (except as otherwise provided under Section 8.2) or in a jurisdiction where the relevant Acquired Company has not historically filed Tax Returns, (iv) settle or compromise any Tax audit or similar proceeding with respect to the Acquired Companies for any Pre-Closing Tax Period, (v) initiate discussions or examinations with Tax Authorities regarding Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or (vi) make any voluntary disclosures with respect to Taxes of the Acquired Companies for Pre-Closing Tax Periods, in each case, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed) if such action would reasonably be expected to (A) increase any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (I) that would be taken into account in determining the Final Purchase Price or (II) for which Seller would otherwise be responsible pursuant to Section 8.2 or (B) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2.

Prohibited Actions. (a) Other than as set forth in Section 8.1, Purchaser Without the prior written consent of M▇▇▇▇ (which shall not takebe unreasonably withheld, conditioned, or delayed), following the Closing, Buyer and shall cause its Affiliates Subsidiaries (including the Acquired CompaniesCompany) not to takeshall not, unless otherwise required by applicable Law, take any action outside the ordinary course of business after the Closing on the Closing Date (or pursuant to a plan in existence on the Closing Date) that would reasonably be expected to materially increase the Taxes owed by the Company Entities for any taxable period (or portion thereof) ending on or before the Closing Date if such Taxes would be Indemnified Taxes, including by: (i) increase any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (A) that would be taken into account in determining the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2. (b) Without limiting the generality of Section 8.7(a), other than as set forth in Section 8.1, following the Closing Date, neither Purchaser nor any of its Affiliates (including the Acquired Companies) shall (i) make any election with respect to any Acquired Company or change any method of Tax accounting or any Tax accounting period of any Acquired Company, which election or change would be effective on or prior to the Closing Date, (ii) amend amending any previously filed income Tax Returns Return of a Company Entity or waiving or extending any statute of limitations period in respect of any income Tax or income Tax Return of the Acquired Companies for a Pre-Closing Tax Period, (iii) file Tax Returns of the Acquired Companies for a Pre-Closing Tax Period in a manner inconsistent with past practice (except as otherwise provided under Section 8.2) or in a jurisdiction where the relevant Acquired Company has not historically filed Tax Returns, (iv) settle or compromise any Tax audit or similar proceeding with respect to the Acquired Companies Entities for any Pre-Closing Tax Period, (vii) initiate discussions making or examinations changing any Tax election of a Company Entity with retroactive effect to any Pre-Closing Tax Authorities Period, or (iii) initiating any voluntary disclosure, settlement discussion, or similar affirmative submission with any taxing authority regarding Taxes or Tax Returns of the Acquired Companies Company Entities with respect to any Pre-Closing Tax Period Period. (b) Buyer and its Subsidiaries shall not knowingly take (or (vi) make any voluntary disclosures with respect to Taxes of the Acquired Companies for Pre-Closing Tax Periods, in each case, without the prior written consent of Seller (such consent not cause to be unreasonably withheld, conditioned or delayedtaken) if such any action not contemplated by the Agreement that would reasonably be expected to prevent the transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment. (c) Buyer and its Subsidiaries shall not make any election under Section 338 of the Code with respect to the transactions contemplated by this Agreement. (d) Notwithstanding the foregoing, Buyer and its Subsidiaries shall be permitted, without M▇▇▇▇’ consent, to (A) increase file originally required Tax Returns for any Straddle Period or Post-Closing Tax liability of Seller or any of its Affiliates (other than Period in the Acquired Companies) or of any Acquired Company (I) that would be taken into account in determining the Final Purchase Price or (II) for which Seller would otherwise be responsible pursuant to Section 8.2 or ordinary course and consistent with past practice, (B) participate in audits, examinations, inquiries, or proceedings commenced by a taxing authority in the ordinary course (provided that Buyer shall not voluntarily expand the scope of any such audit to Pre-Closing Tax Periods to the extent such expansion is otherwise prohibited by this Section 6.11), and (C) make elections or take positions that would not reasonably be expected to result in a payment obligation material increase in Pre-Closing Taxes. Nothing in this Section 6.11 shall be construed to a Purchaser Indemnified Party pursuant restrict Buyer or its Affiliates from filing Tax Returns or taking actions solely with respect to Section 12.2taxable periods beginning after the Closing Date.

Prohibited Actions. (a) Other than as set forth in Section 8.1, Purchaser Without the prior written consent of SB Ohio (which shall not takebe unreasonably withheld, conditioned, or delayed), following the Closing, Buyer and shall cause its Affiliates Subsidiaries (including the Acquired CompaniesCompany) not to takeshall not, unless otherwise required by applicable Law, take any action outside the ordinary course of business after the Closing on the Closing Date (or pursuant to a plan in existence on the Closing Date) that would reasonably be expected to materially increase the Taxes owed by the Company for any taxable period (or portion thereof) ending on or before the Closing Date if such Taxes would be Indemnified Taxes, including by: (i) increase any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (A) that would be taken into account in determining the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2. (b) Without limiting the generality of Section 8.7(a), other than as set forth in Section 8.1, following the Closing Date, neither Purchaser nor any of its Affiliates (including the Acquired Companies) shall (i) make any election with respect to any Acquired Company or change any method of Tax accounting or any Tax accounting period of any Acquired Company, which election or change would be effective on or prior to the Closing Date, (ii) amend amending any previously filed income Tax Returns Return of the Acquired Companies for a Pre-Closing Company or waiving or extending any statute of limitations period in respect of any income Tax Period, (iii) file or income Tax Returns Return of the Acquired Companies for a Pre-Closing Tax Period in a manner inconsistent with past practice (except as otherwise provided under Section 8.2) or in a jurisdiction where the relevant Acquired Company has not historically filed Tax Returns, (iv) settle or compromise any Tax audit or similar proceeding with respect to the Acquired Companies for any Pre-Closing Tax Period, (vii) initiate discussions making or examinations changing any Tax election of the Company with retroactive effect to any Pre-Closing Tax Authorities Period, or (iii) initiating any voluntary disclosure, settlement discussion, or similar affirmative submission with any taxing authority regarding Taxes or Tax Returns of the Acquired Companies Company with respect to any Pre-Closing Tax Period Period. (b) Buyer and its Subsidiaries shall not knowingly take (or (vi) make any voluntary disclosures with respect to Taxes of the Acquired Companies for Pre-Closing Tax Periods, in each case, without the prior written consent of Seller (such consent not cause to be unreasonably withheld, conditioned or delayedtaken) if such any action not contemplated by the Agreement that would reasonably be expected to prevent the transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment. (c) Buyer and its Subsidiaries shall not make any election under Section 338 of the Code with respect to the transactions contemplated by this Agreement. (d) Notwithstanding the foregoing, Buyer and its Subsidiaries shall be permitted, without SB Ohio’s consent, to (A) increase file originally required Tax Returns for any Straddle Period or Post-Closing Tax liability of Seller or any of its Affiliates (other than Period in the Acquired Companies) or of any Acquired Company (I) that would be taken into account in determining the Final Purchase Price or (II) for which Seller would otherwise be responsible pursuant to Section 8.2 or ordinary course and consistent with past practice, (B) participate in audits, examinations, inquiries, or proceedings commenced by a taxing authority in the ordinary course (provided that Buyer shall not voluntarily expand the scope of any such audit to Pre-Closing Tax Periods to the extent such expansion is otherwise prohibited by this Section 6.11), and (C) make elections or take positions that would not reasonably be expected to result in a payment obligation material increase in Pre-Closing Taxes. Nothing in this Section 6.11 shall be construed to a Purchaser Indemnified Party pursuant restrict Buyer or its Affiliates from filing Tax Returns or taking actions solely with respect to Section 12.2taxable periods beginning after the Closing Date.

Prohibited Actions. (a) Other than as set forth in Until the date that the Final Merger Consideration is finally determined pursuant to Section 8.13.7, Purchaser shall not takeexcept to the extent otherwise required by applicable Law, none of Parent and shall cause its Affiliates (including the Acquired CompaniesSurviving Corporation) not to take, any action outside the ordinary course of business after the Closing on the Closing Date (or pursuant to a plan in existence on the Closing Date) that would reasonably be expected to (i) increase any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (A) that would be taken into account in determining the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2. (b) Without limiting the generality of Section 8.7(a), other than as set forth in Section 8.1, following the Closing Date, neither Purchaser nor any of its Affiliates (including the Acquired Companies) shall (i) make any election with respect to any Acquired Company or change any method of Tax accounting or any Tax accounting period of any Acquired Company, which election or change would be effective on or prior to the Closing Date, (ii) amend any previously filed Tax Returns of the Acquired Companies for a Pre-Closing Tax Period, (iii) file Tax Returns of the Acquired Companies for a Pre-Closing Tax Period in a manner inconsistent with past practice (except as otherwise provided under Section 8.2) or in a jurisdiction where the relevant Acquired Company has not historically filed Tax Returns, (iv) settle or compromise any Tax audit or similar proceeding with respect to the Acquired Companies for any Pre-Closing Tax Period, (v) initiate discussions or examinations with Tax Authorities regarding Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or (vi) make any voluntary disclosures with respect to Taxes of the Acquired Companies for Pre-Closing Tax Periods, in each caseshall, without the prior written consent of Seller the Equityholders’ Representative (such which consent shall not to be unreasonably withheld, conditioned or delayed) if such (i) amend any Tax Returns of the Company, (ii) extend or waive, or cause to be extended or waived, or permit the Company to extend or waive, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre‑Closing Tax Period (other than as a result of obtaining and using any extensions of time to file Tax Returns or pay Taxes that are automatically or routinely granted), (iii) make or change any material Tax election or accounting method or change any practice that has retroactive effect to any Pre‑Closing Tax Period with respect to the Company (other than any elections that are made on an annual basis and that are made in a manner consistent with past practice), or (iv) initiate any voluntary disclosure with any Governmental Authority relating to any actual or potential Tax payment or Tax Return filing obligation of the Company for any Pre-Closing Tax Period. Except to the extent otherwise required by applicable Law, none of Parent and its Affiliates (including the Surviving Corporation) shall, without the written consent of the Equityholders’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed), take any action on the Closing Date with respect to the Company other than in the ordinary course of business, except as required or expressly contemplated by this Agreement, that is intended to, or would reasonably be expected to to, increase the Unpaid Tax Liability Amount or liability for any Pre-Closing Taxes. Notwithstanding the foregoing, no election shall be made under Section 336(e) or Section 338 of the Code (Aor any comparable applicable provision of state, local or non-U.S. Tax Law) increase any Tax liability of Seller by Parent (or any of its Affiliates (other than Affiliates, including the Acquired CompaniesSurviving Corporation) or in connection with Parent’s acquisition of any Acquired Company (I) that would be taken into account in determining the Final Purchase Price or (II) for which Seller would otherwise be responsible pursuant to Section 8.2 or (B) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2Company.

Prohibited Actions. Without the prior written consent of the Sellers (which shall not be unreasonably delayed, withhold or conditioned, the Buyer shall not, nor shall it permit any Affiliate (including any Target Company), to: (a) Other than file, re-file, supplement, or amend any Return of any Target Company for any Pre-Closing Tax Period or Straddle Period, or (b) file any voluntary disclosure agreement, participate in any arrangement similar to a voluntary disclosure agreement, or voluntarily approach any taxing authority regarding any Taxes or Returns of any Target Company for any Pre-Closing Tax Period or Straddle Period. Except as set forth otherwise provided in Section 8.111.11, Purchaser Buyer shall not takemake any election under Section 338 of the Code (or any similar provision of federal, state, local, or foreign Tax Law) with respect to the transactions contemplated hereby. af.
Refunds 20762941.9 ag.
. The Sellers shall be entitled to any refunds received for, as well as any offsets, credits or Tax reductions in lieu of refunds applicable to, federal, state, local or foreign Taxes paid for any Pre-Closing Tax Period of the Target Companies, along with any interest and/or inflationary indexing paid with respect thereto by the relevant Tax authority (any such Tax refund, a “Tax Refund”). The Buyer shall promptly pay to Sellers the amount of any Tax Refunds (without interest or any inflationary indexing payment other than interest or any inflationary indexing payment received from a Governmental Body) that are received by the Buyer, any Target Company or any of their respective Affiliates after the Closing Date, whether by offset, credit, receipt of payment or otherwise, net of (i) any Taxes imposed on Buyer or any Target Company as a result of receiving such Tax Refund), and (ii) any reasonable expenses that the Buyer, any Target Company or any of their respective Affiliates incur (or has or will incur) with respect to such Tax Refund. In the case of any Straddle Period, the amount of Tax Refunds to which the Sellers are entitled shall be determined in the same manner as if the relevant Tax period ended or began at the Closing. The Buyer shall, and shall cause its the Target Companies to, promptly execute such documents, take commercially reasonable additional actions and otherwise reasonably cooperate as may be necessary for the Buyer and the Target Companies to perfect their rights in and obtain all Tax Refunds contemplated in this Section 11.6. Buyer shall not, and shall not permit any Target Company or any of their respective Affiliates (including the Acquired Companies) not to, forfeit, fail to takecollect or otherwise minimize or delay any Tax Refund, whether through any action outside the ordinary course of business election to carry forward a net operating loss, failure to carry back a net operating loss, or otherwise. The Buyer shall, and after the Closing on shall cause the Closing Date (Target Companies to, provide the Sellers with such assistance or pursuant access to a plan Records or information as may be reasonably requested in existence on connection with the Closing Date) that would reasonably be expected to (i) increase any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or review of any Acquired Company (A) that would be taken into account in determining the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2. (b) Without limiting the generality of Section 8.7(a)Return, other than as set forth in Section 8.1, following the Closing Date, neither Purchaser nor any of its Affiliates (including the Acquired Companies) shall (i) make any election with respect to any Acquired Company or change any method of Tax accounting or any Tax accounting period filing of any Acquired Company, which election or change would be effective on or prior to the Closing Date, (ii) amend any previously filed Tax Returns of the Acquired Companies claim for a Pre-Closing Tax Period, (iii) file Tax Returns of the Acquired Companies refund for a Pre-Closing Tax Period or Straddle Period, for the purpose of determining the amounts payable pursuant to this Section 11.6. Any Tax liabilities included in a manner inconsistent with past practice (except as otherwise provided under Section 8.2) the Final Pre-ET Working Capital Amount or in a jurisdiction where Indebtedness, to the extent not actually paid to the relevant Acquired Company has not historically filed Tax Returnsauthority, (iv) settle or compromise shall be treated as a Tax Refund to which this Section 11.6 applies. Nothing in this Section 11.6 shall require that the Buyer make any Tax audit or similar proceeding with respect to the Acquired Companies for any Pre-Closing Tax Period, (v) initiate discussions or examinations with Tax Authorities regarding Taxes of the Acquired Companies payment with respect to any Pre-Closing refund for a Tax Period (and such refunds shall be for the benefit of the Buyer, the Target Company or (viany of their respective Affiliates) make any voluntary disclosures that is with respect to Taxes of the Acquired Companies for Pre-Closing Tax Periods, in each case, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed) if such action would reasonably be expected to (A) increase any refund of Tax liability that is the result of Seller or any of its Affiliates (other than the Acquired Companies) or carrying back of any Acquired Company (I) that would be taken into account in determining net operating loss or other Tax attribute or Tax credit incurred solely after the Final Purchase Price or (II) for which Seller would otherwise be responsible pursuant to Section 8.2 Closing Date or (B) result any Tax Refund that is specifically reflected in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2the Final Closing Working Capital Amount or Final Closing Indebtedness.

Prohibited Actions. (a) Other Unless otherwise required by any applicable Legal Requirement, Acquiror will not permit any Transferred Company Entity to take any material action on the Closing Date after the Closing, other than as set forth in Section 8.1, Purchaser shall not take, and shall cause its Affiliates (including the Acquired Companies) not to take, any action outside the ordinary course of business after the Closing on the Closing Date (consistent with past practice or pursuant to a plan in existence on the Closing Date) that would reasonably be expected to (i) increase any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (A) that would be taken into account in determining the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2. (b) Without limiting the generality of Section 8.7(a), other than as set forth in Section 8.1, following the Closing Date, neither Purchaser nor any of its Affiliates (including the Acquired Companies) shall (i) make any election with respect to any Acquired Company or change any method of Tax accounting or any Tax accounting period of any Acquired Company, which election or change would be effective on or prior to the Closing Date, (ii) amend any previously filed Tax Returns of the Acquired Companies for a Pre-Closing Tax Period, (iii) file Tax Returns of the Acquired Companies for a Pre-Closing Tax Period in a manner inconsistent with past practice (except as otherwise provided under Section 8.2) or in a jurisdiction where the relevant Acquired Company has not historically filed Tax Returns, (iv) settle or compromise any Tax audit or similar proceeding with respect to the Acquired Companies for any Pre-Closing Tax Period, (v) initiate discussions or examinations with Tax Authorities regarding Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or (vi) make any voluntary disclosures with respect to Taxes of the Acquired Companies for Pre-Closing Tax Periods, in each caseTransactions contemplated by this Agreement, without the prior written consent of Seller Transferor (such consent which shall not to be unreasonably withheld, conditioned or delayed) ), if such action would could reasonably be expected to result in any increased Tax liabilities of Transferor or any of its Affiliates. (Ab) increase Unless otherwise required by applicable Legal Requirement, without the prior written consent of Transferor (which shall not be unreasonably withheld, conditioned or delayed), none of Acquiror or any of its Affiliates, or any Transferred Company Entity will amend, re-file, revoke, withdraw, modify or otherwise change any material Tax liability Document filed by Transferor or an Affiliate of Seller Transferor in respect of a Transferred Company Entity for Tax periods ended on or before the Closing, in each case, for any taxable period ending prior to, on, or including the Closing Date if such actions could reasonably be expected to result in any increased Tax liabilities of, or otherwise prejudice the Tax affairs of, Transferor or any of its Affiliates. (c) Unless otherwise required by applicable Legal Requirement, without the prior written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), none of Transferor or any of its Affiliates (other than will amend, re-file, revoke, withdraw, modify or otherwise change any material Tax Document filed by Transferor or an Affiliate of Transferor for Tax periods ended on or before the Acquired Companies) Closing, in each case, for any taxable period ending prior to, on, or of any Acquired Company (I) that would including the Closing Date if such actions could reasonably be taken into account in determining the Final Purchase Price or (II) for which Seller would otherwise be responsible pursuant expected to Section 8.2 or (B) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2any increased Tax liabilities of, or otherwise prejudice the Tax affairs of, Acquiror or any of its Affiliates or any Transferred Company Entity.

Prohibited Actions. Each of the parties hereto hereby agrees not ------------------ to: (a) Other than as set forth in Section 8.1, Purchaser shall not take, and shall cause its Affiliates (including object to the Acquired Companies) not to take, any action outside the ordinary course of business after the Closing on the Closing Date (or pursuant to a plan in existence on the Closing Date) that would reasonably be expected to (i) increase any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (A) that would be taken into account in determining the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2.Disclosure Statement; (b) Without limiting object to entry of the generality Confirmation Order; (c) take any action to hinder, delay, preclude or interfere with the entry of Section 8.7(a)an order approving the Disclosure Statement, other than as set forth the entry of the Confirmation Order or the occurrence of the Consummation Date; (d) with respect to the Consenting Lenders, foreclose against any collateral without the consent of Toy Biz which consent will not be unreasonably withheld, unless a Requisite Amount of the Consenting Lenders shall have first confirmed in Section 8.1writing to Toy Biz that they will thereafter use reasonable best efforts to effect transactions substantially similar to those contemplated by this Agreement or, following in the Closing Datecase of an asset of immaterial value, neither Purchaser nor provide an appropriate cash credit, provided, however, that under no circumstance may the Consenting Lenders foreclose against the Common Stock of Fleer Corp.; (e) with respect to the Consenting Panini Lenders, each Consenting Panini Lender agrees that it shall not exercise any of its Affiliates (including remedies under the Acquired Companies) shall (i) make Existing Panini Credit Agreements, to collect any election of the Panini Obligations or to realize on any of the collateral security or guarantee obligations held with respect to any Acquired Company or change of the Panini Obligations against any method of Tax accounting or any Tax accounting period subsidiary of any Acquired Companyof the Debtors that is not the subject of a case under Title 11 of the United States Code, which election or change would be effective on or prior except to the Closing Dateextent reasonably necessary to protect their rights under the Existing Panini Credit Agreements if (x) Panini becomes the subject of a bankruptcy, (ii) amend any previously filed Tax Returns of the Acquired Companies for a Pre-Closing Tax Periodinsolvency, (iii) file Tax Returns of the Acquired Companies for a Pre-Closing Tax Period in a manner inconsistent with past practice (except as otherwise provided under Section 8.2) or in a jurisdiction where the relevant Acquired Company has not historically filed Tax Returns, (iv) settle or compromise any Tax audit liquidation or similar proceeding and/or (y) creditors of Panini, other than Panini Lenders, holding claims against Panini aggregating greater than $1,000,000 exercise their rights and remedies against Panini under their applicable credit documents or under applicable law; provided, however, notwithstanding the foregoing, the Consenting Panini Lenders shall be entitled to seek adequate protection and object to continued use of cash collateral. (f) with respect to the Acquired Companies for any Pre-Closing Tax PeriodConsenting Lenders and the Consenting Panini Lenders, (v) initiate discussions file a motion to dismiss or examinations with Tax Authorities regarding Taxes convert one or more of the Acquired Companies with respect to any Pre-Closing Tax Period or (vi) make any voluntary disclosures with respect to Taxes of the Acquired Companies for Pre-Closing Tax Periods, in each case, Reorganization Cases without the prior written consent of Seller (such Toy Biz which consent will not to be unreasonably withheld, conditioned unless a Requisite Amount of the Consenting Lenders and a Requisite Amount of the Consenting Panini Lenders shall have first confirmed in writing to Toy Biz that they will thereafter effect transactions substantially similar to those contemplated by this Agreement; (g) with respect to Toy Biz, file a motion to dismiss or delayedconvert one or more of the Reorganization Cases without the consent of the Requisite Amount of the Consenting Lenders which consent will not be unreasonably withheld, unless Toy Biz shall have first confirmed in writing to the Consenting Lenders and the Panini Lenders that it will thereafter effect transactions substantially similar to those contemplated by this Agreement; (h) if with respect to the Consenting Lenders, transfer, sell or assign, or agree to transfer, sell or assign their respective Senior Secured Claims unless the transferee of such action would reasonably be expected to (A) increase any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (I) that would be taken into account in determining the Final Purchase Price or (II) for which Seller would otherwise be responsible pursuant to Section 8.2 or (B) result Senior Secured Claims agrees in a payment obligation writing reasonably acceptable to a Purchaser Indemnified Party pursuant Toy Biz to Section 12.2be bound by the terms and conditions of this Agreement; (i) with respect to the Consenting Panini Lenders, transfer, sell or assign, or agree to transfer, sell or assign their respective Senior Secured Claims unless the transferee of such Senior Secured Claims agrees in writing reasonably acceptable to Toy Biz to be bound by the terms and conditions of this Agreement; or (j) support any other plan of reorganization, arrangement or other settlement in any way inconsistent with the Plan of Reorganization.

Prohibited Actions. (a) Other than as set forth in Section 8.1, Purchaser Buyer shall not take, and shall cause its Affiliates (including the Acquired CompaniesCompany) not to take, any action outside the ordinary course of business after the Closing on the Closing Date (or pursuant to a plan in existence on the Closing Date) that would reasonably be expected to (i) increase any Tax liability of any Seller or any of its Affiliates (other than the Acquired CompaniesCompany) or of any Acquired the Company (A) that would be taken into account required to be reflected as a liability in determining Net Working Capital for purposes of calculating the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2. (b) Price. Without limiting the generality of Section 8.7(a)the foregoing, other than as set forth in Section 8.1Buyer shall not, following the Closing Date, neither Purchaser nor any of and shall cause its Affiliates (including the Acquired Companies) shall not to, (i) file any ruling or request with any Tax Authority relating in whole or in part to any Taxes or Tax Returns of the Company for a Pre-Closing Tax Period or Straddle Period, (ii) except as required by Law, enter into or initiate any voluntary disclosure agreement with any Taxing Authority relating in whole or in part to any Taxes or Tax Returns of the Company for any Pre-Closing Tax Period or Straddle Period, (iii) make any election with respect to the Company (including any Acquired Company entity classification election pursuant to Treasury Regulations Section 301.7701-3) or change any method of Tax accounting or any Tax accounting period of any Acquired the Company, which election or change would be effective on or prior to the Closing Date, (ii) amend any previously filed Tax Returns of the Acquired Companies for a Pre-Closing Tax Period, (iii) file Tax Returns of the Acquired Companies for a Pre-Closing Tax Period in a manner inconsistent with past practice (except as otherwise provided under Section 8.2) or in a jurisdiction where the relevant Acquired Company has not historically filed Tax Returns, (iv) settle or compromise make any Tax audit or similar proceeding election with respect to the Acquired Companies for Company (including any Preentity classification election pursuant to Treasury Regulations Section 301.7701-Closing Tax Period, 3 or an election under Section 338 of the Code) (v) initiate discussions cause or examinations with Tax Authorities regarding Taxes permit the Company or any Subsidiary of the Acquired Companies with respect Company to take any Pre-action on the Closing Tax Period Date after the Closing outside the ordinary course of business; or (vi) make cause or permit the Company or any voluntary disclosures with respect to Taxes Subsidiary of the Acquired Companies for Pre-Company to take any action on or after the Closing Date during any Straddle Period outside the ordinary course of business that increases the amount of taxable income recognized or Tax Periods, payable by Sellers or any of their Affiliates (including as a result of income recognized by Sellers or any of their Affiliates pursuant to Section 951(a) or Section 951A(a) of the Code); in each case, without the prior written consent of Seller Sellers. (such consent b) Sellers and Buyer shall not make or permit to be unreasonably withheld, conditioned or delayed) if such action would reasonably be expected to (A) increase made any Tax liability of Seller or any of its Affiliates (other than the Acquired Companieselections under Section 336(e) or Section 338 of any Acquired Company (I) that would be taken into account in determining the Final Purchase Price or (II) for which Seller would otherwise be responsible pursuant Code with respect to Section 8.2 or (B) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2the Transactions, including the purchase of the Shares.

Prohibited Actions. Subject to and to the extent not inconsistent with Section 7.05, without the prior written consent of the PM Parties (which consent will not be unreasonably delayed, conditioned or withheld), the AINC Parties will not (and will cause their Affiliates, subsidiaries and respective Representatives to not) (a) Other than as set forth in Section 8.1, Purchaser shall not take, and shall cause its Affiliates (including the Acquired Companies) not to take, any action outside the ordinary course of business after the Closing on the Closing Date (or pursuant to a plan in existence on the Closing Date) that would reasonably be expected to (i) increase amend any Tax liability Return of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (A) that would be taken into account in determining the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2. (b) Without limiting the generality of Section 8.7(a), other than as set forth in Section 8.1, following the Closing Date, neither Purchaser nor any of its Affiliates (including the Acquired Companies) shall (i) make any election with respect to any Acquired Company or change any method of Tax accounting or any Tax accounting period of any Acquired Company, which election or change would be effective on or prior to the Closing Date, (ii) amend any previously filed Tax Returns of the Acquired Companies for a Pre-Closing Tax Period, (iii) file Tax Returns of the Acquired Companies PM LLC for a Pre-Closing Tax Period in a manner inconsistent with past practice or Straddle Period or file an Excluded Tax Return (except as otherwise provided under other than at the request of Remington pursuant to Section 8.2) or in a jurisdiction where the relevant Acquired Company has not historically filed Tax Returns7.01(e)), (ivb) settle initiate contact with taxing authorities regarding Taxes or compromise any Tax audit items of PM LLC or similar proceeding with respect to the Acquired Companies for Project Management Business with respect to any Pre-Closing Tax Period, (v) initiate discussions or examinations with Tax Authorities regarding Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or (vic) make any voluntary disclosures with respect to Taxes or Tax items of PM LLC or with respect to the Acquired Companies Project Management Business for Pre-Closing Tax Periods, (d) make any Tax election that has retroactive effect to any Pre-Closing Tax Period of PM LLC or the Project Management Business, or (e) take any action having retroactive effect to the Closing Date or prior to the Closing Date with respect to PM LLC (other than taking a position in each case, without accordance with Section 7.01(b)) that could reasonably be expected to adversely affect the tax treatment of the PM Formation Transaction to the Bennetts. Without the prior written consent of Seller AINC (such which consent will not to be unreasonably withhelddelayed, conditioned or delayedwithheld), the PM Parties will not (and will cause their Affiliates, subsidiaries and respective Representatives (in each case, other than any AINC Party) if such action would to not) (i) amend any Excluded Tax Return that was subject to the approval of an AINC Party pursuant to Section 7.01(e) in any manner that could reasonably be expected to have an adverse effect on any AINC Party or (Aii) increase file any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (I) that would be taken into account in determining the Final Purchase Price or (II) for which Seller would otherwise be responsible pursuant to Section 8.2 or (B) result Return in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2manner that is not consistent with the Transaction Documents.

Prohibited Actions. (a) Other than as Unless otherwise required or permitted by ------------------ this Agreement or set forth on Schedule 4.3.2, Seller shall not, in Section 8.1connection with the conduct of, Purchaser shall not take, and shall cause its Affiliates (including the Acquired Companies) not to take, any action outside the ordinary course of business after the Closing on the Closing Date (or pursuant to a plan in existence on the Closing Date) that would reasonably be expected to (i) increase any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (A) that would be taken into account in determining the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2. (b) Without limiting the generality of Section 8.7(a), other than as set forth in Section 8.1, following the Closing Date, neither Purchaser nor any of its Affiliates (including the Acquired Companies) shall (i) make any election with respect to any Acquired Company or change any method of Tax accounting or any Tax accounting period of any Acquired Company, which election or change would be effective on or prior to the Closing Date, (ii) amend any previously filed Tax Returns of the Acquired Companies for a Pre-Closing Tax Period, (iii) file Tax Returns of the Acquired Companies for a Pre-Closing Tax Period in a manner inconsistent with past practice (except as otherwise provided under Section 8.2) or in a jurisdiction where relation to, the relevant Acquired Company has not historically filed Tax Returns, (iv) settle or compromise any Tax audit or similar proceeding with respect to the Acquired Companies for any Pre-Closing Tax Period, (v) initiate discussions or examinations with Tax Authorities regarding Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or (vi) make any voluntary disclosures with respect to Taxes of the Acquired Companies for Pre-Closing Tax Periods, in each caseBusiness, without the prior written consent of Buyer: (i) incur or guaranty any indebtedness for borrowed money relating to the Business in excess of $500,000 in the aggregate, except intercompany debt; (ii) sell, lease, assign, dispose of or transfer, or permit the creation of any Lien on, any of the Purchased Assets, except for any such assets disposed of in the ordinary course of business consistent with past practice; (iii) enter into any Contract or Lease involving obligations in excess of $50,000; (iv) amend or terminate any Material Contract or Material Lease involving obligations of Seller in excess of $50,000 or any material Assumed Permit; (such consent not v) except for customary merit, cost-of-living and promotional increases to be unreasonably withheldEmployees in the ordinary course of business consistent with past practice, conditioned increase the rate of compensation or delayedbenefit levels for any Employee; (vi) waive any material right, forgive any material debt (other than intercompany debt) or release any material claim relating to the Business, except with respect to customers and vendors in the ordinary course of business consistent with past practice; (vii) accelerate or delay the billing or sale of services or equipment constituting the conduct of the Business or the collection of accounts receivable of the Business outside the ordinary course of business consistent with past practice; (viii) purchase or lease any assets, other than assets purchased or leased in the ordinary course of business consistent with past practice; (ix) accelerate or delay the payment of trade payables, except in the ordinary course of business consistent with past practice; (x) enter into any agreement which restricts the Seller's ability to conduct the Business or utilize the Purchased Assets; (xi) except in the ordinary course of business consistent with past practice, remove any Purchased Asset from the Territory if such removal would cause the Purchased Asset to no longer be a Purchased Asset; (xii) take any action would that would, or that could reasonably be expected to (A) increase to, result in any Tax liability of the representations or warranties of Seller or Seller Parent set forth in this Agreement to become untrue in any material respect; or (xiii) agree to take any of its Affiliates (other than the Acquired Companiesactions described in Sections 4.3.2(1) or of any Acquired Company (I) that would be taken into account in determining the Final Purchase Price or (II) for which Seller would otherwise be responsible pursuant to Section 8.2 or (B) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2through 4.3.2(xii).

Prohibited Actions. On the Effective Date and continuing until the Termination Date, the Borrower shall not, and shall not permit the Parent or any of their Subsidiaries to (a) Other than make any Restricted Payment, except (I) scheduled payments on seller Debt made by the Borrower, and only as described and in such amounts as set forth on Schedule IV hereto, (II) payments otherwise permitted to be made in accordance with the provisions of Section 8.17 hereof or (III) non-scheduled payments made on seller debt supported by Letters of Credit after Borrower has received proper notice from a seller accelerating the Debt under the seller notes provided that prior to making any such Restricted Payment upon Debt accelerated under a seller note, Purchaser Borrower shall not take(Y) provide Administrative Agent with a copy of such notice from the seller and (2) cause an Authorized Officer to certify to the Administrative Agent that the acceleration of such Debt under the seller note is authorized pursuant to the terms of such seller note as such terms existed on the day such seller note was executed and that failure to pay is likely to result in a draw under a Letter of Credit, (b) make any new Investments other than Investments (I) permitted under Sections 8.04(a) through (d), Section 8.04(f), Section 8.04(i)(B) and shall cause its Affiliates Section 8.04(j) of the Credit Agreement, (including II) Investments constituting Capital Expenditures permitted by subsection (i) of this Section 6 or (III) Investments retained in the Acquired CompaniesUnited Kingdom Subsidiaries, (c) not to takeincur any additional Debt, any action outside except Debt incurred in the ordinary course of business after by the Closing on Borrower in the Closing Date form of accounts payable and accrued expenses, (d) grant or pursuant otherwise permit any new Liens to a plan exist (except Liens described in existence on subsections (a) through (f) of the Closing Datedefinition of Permitted Liens in the Credit Agreement), (e) that would reasonably be expected to (i) increase any Tax liability of Seller sell, transfer or any of its Affiliates (other than the Acquired Companies) or otherwise dispose of any Acquired Company (A) that would be taken into account in determining the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2. (b) Without limiting the generality of Section 8.7(a), assets other than as set forth in permitted under Section 8.15 hereof without the consent of each Lender, following the Closing Date(f) enter into any Affiliate transactions, neither Purchaser nor (g) enter into any of its Affiliates Synthetic Leases or other off-balance sheet financing transactions, (including the Acquired Companiesh) shall merge or consolidate with any Person or (i) make any election with respect Capital Expenditure or acquisition, except the purchase of immaterial office supplies and equipment from time to any Acquired Company or change any method of Tax accounting or any Tax accounting time and other Capital Expenditures made during the period of any Acquired Companyfrom November 16, which election or change would be effective on or prior to 2001 through the Closing Date, (ii) amend any previously filed Tax Returns of Termination Date in an amount not more than $5,700,000 in the Acquired Companies for a Pre-Closing Tax Period, (iii) file Tax Returns of the Acquired Companies for a Pre-Closing Tax Period in a manner inconsistent with past practice (except as otherwise provided under Section 8.2) or in a jurisdiction where the relevant Acquired Company has not historically filed Tax Returns, (iv) settle or compromise any Tax audit or similar proceeding with respect to the Acquired Companies for any Pre-Closing Tax Period, (v) initiate discussions or examinations with Tax Authorities regarding Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or (vi) make any voluntary disclosures with respect to Taxes of the Acquired Companies for Pre-Closing Tax Periods, in each case, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed) if such action would reasonably be expected to (A) increase any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (I) that would be taken into account in determining the Final Purchase Price or (II) for which Seller would otherwise be responsible pursuant to Section 8.2 or (B) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2aggregate.

Prohibited Actions. Subject to and to the extent not inconsistent with Section 7.05, without the prior written consent of the ▇▇▇▇▇▇▇ Appointees (which consent will not be unreasonably delayed, conditioned or withheld), the AINC Parties will not (and will cause their Affiliates, subsidiaries and any Partnership Representative (other than a ▇▇▇▇▇▇▇ Appointee), and their respective Representatives, to not): (a) Other than as set forth in Section 8.1, Purchaser shall not take, and shall cause its Affiliates (including the Acquired Companies) not to take, any action outside the ordinary course of business after the Closing on the Closing Date (or pursuant to a plan in existence on the Closing Date) that would reasonably be expected to (i) increase amend any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or Return of any Acquired Remington Company (A) that would be taken into account in determining the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2. (b) Without limiting the generality of Section 8.7(a), other than as set forth in Section 8.1, following the Closing Date, neither Purchaser nor any of its Affiliates (including the Acquired Companies) shall (i) make any election with respect to any Acquired Company or change any method of Tax accounting or any Tax accounting period of any Acquired Company, which election or change would be effective on or prior to the Closing Date, (ii) amend any previously filed Tax Returns of the Acquired Companies for a Pre-Closing Tax PeriodPeriod or Straddle Period (including by administrative adjustment request), (iii) file a Tax Returns Return of the Acquired Companies a Remington Company for a Pre-Closing Tax Period in a manner inconsistent with past practice (except as otherwise provided under Section 8.2) or in a jurisdiction where the relevant Acquired such Remington Company has not historically filed Tax Returns, (iv) settle or compromise any file a Tax audit or similar proceeding Return for a Remington Company with respect to a Pre-Closing Tax Period or Straddle Period other than in accordance with Section 7.01(e); (b) initiate contact with taxing authorities regarding Taxes, Tax Returns or Tax items of any Remington Company with respect to any Pre-Closing Tax Period, other than with respect to Tax Returns required to be filed by New Holdco pursuant to Section 7.01(e) (with respect to which New Holdco shall first consult with the Acquired Companies ▇▇▇▇▇▇▇ Appointees regarding such contact prior to making such contact); (c) make any voluntary disclosures with respect to Taxes or Tax items of any Remington Company for any Pre-Closing Tax Period, other than with respect to Tax Returns required to be filed by New Holdco pursuant to Section 7.01(e) (vwith respect to which New Holdco shall first consult with the ▇▇▇▇▇▇▇ Appointees regarding such voluntary disclosure prior to making such voluntary disclosure); (d) initiate discussions make or examinations change any Tax election, adopt or change any accounting method or convention, or take any Tax position on any Tax Return, that could reasonably be expected to result in any increased Tax liability, income or gain, or reduction of any Tax deduction, loss or other Tax asset of a Remington Company or the Bennetts for a Pre-Closing Tax Period, except in the ordinary course of business in a manner consistent with Tax Authorities regarding Taxes the past practice of the Acquired Remington Companies; (e) make any Tax election that has retroactive effect to any Pre-Closing Tax Period of any Remington Company; (f) otherwise take any action to the extent such action could reasonably be expected to create or increase a claim with respect to this Agreement with respect to Taxes, or could reasonably be expected to increase the taxable income or gain (or decrease the taxable losses, credits or deductions) allocated to the Bennetts or any Remington Company with respect to a Pre-Closing Tax Period; (g) enter into a settlement agreement with the IRS in respect of the Remington Companies which purports to bind the ▇▇▇▇▇▇▇ Appointees, the Bennetts, the General Partner or MJB Investments; (h) file a petition pursuant to Section 6234 of the Code (or any similar provision of state or local law) for or relating to a Pre-Closing Tax Period or Straddle Period of a Remington Company; (i) intervene in any action of or relating to a Pre-Closing Tax Period (other than a Straddle Period) of a Remington Company in United States Tax Court, any United States District Court or the United States Court of Federal Claims; (j) make an election under Code § 6226 (or any similar provision of state or local law) (a “Section 6226 Election”) with respect to any imputed underpayment with respect to any Pre-Closing Tax Period or (vi) Straddle Period of a Remington Company; provided that, if New Holdco timely requests the consent of the ▇▇▇▇▇▇▇ Appointees to make any voluntary disclosures a Section 6226 Election with respect to Taxes a final partnership adjustment of a Remington Company and the ▇▇▇▇▇▇▇ Appointees withhold consent to make such Section 6226 Election, then the Bennetts shall deposit (or, in the case of an adjustment with respect to Marietta Leasehold LP, the Bennetts and the Marietta Class B Holders will deposit) with New Holdco an amount equal to the portion of the Acquired Companies for “imputed underpayment” (within the meaning of Section 6225 of the Code) resulting from such adjustment that is attributable to a Pre-Closing Tax PeriodsPeriod (net of any portion of such Taxes reflected as a liability in the calculation of Closing Working Capital) (a “Section 6226 Deposit”) on or prior to the later of (1) the day that is five Business Days after the receipt by the ▇▇▇▇▇▇▇ Appointees of a written request by New Holdco for such amount and (2) the day that is five Business Days prior to the last day to make such Section 6226 Election; provided, further, that if a Section 6226 Election is not made with respect to an imputed underpayment for any reason, New Holdco will timely pay (or cause to be timely paid) such imputed underpayment (in any event, at least four Business Days prior to the date described in Section 6232(f)(1) of the Code or any similar provision of state or local law) to the applicable taxing authority and will simultaneously repay to the depositors of any Section 6226 Deposit any portion of the Section 6226 Deposit that is not used to pay such imputed underpayment (with the aggregate amount repaid being paid pro rata to each casedepositor, without with the pro ration based on the portion of the Section 6226 Deposit with respect to such imputed underpayment made by each depositor); (k) enter into an agreement extending the statute of limitations relating to a Pre-Closing Tax Period of any Remington Company; or (l) make an election under Section 6221 of the Code with respect to any Remington Company. Without the prior written consent of Seller New Holdco (such which consent will not to be unreasonably withhelddelayed, conditioned or delayed) if such action would reasonably be expected to withheld), the Bennetts, ▇▇▇▇▇ and ▇▇▇▇▇▇ will not (A) increase any Tax liability of Seller or any of its and will cause their Affiliates (other than any AINC Party) to not) file any Tax Return in a manner that is not consistent with the Acquired CompaniesTransaction Documents. The Parties shall not make (and shall cause their Affiliates to not make) or the election contemplated by Section 1101(g)(4) of the Bipartisan Budget Act and the Treasury Regulations under Section 1101(g)(4) of the Bipartisan Budget Act (including Treas. Reg. § 301.9100-22) with respect to a Remington Company to make the partnership audit procedures of the Bipartisan Budget Act apply to a taxable year of any Acquired Remington Company (I) that would be taken into account beginning before January 1, 2018, unless all of the ▇▇▇▇▇▇▇ Appointees and New Holdco agree in determining the Final Purchase Price or (II) for which Seller would otherwise be responsible pursuant writing to Section 8.2 or (B) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2make such election.

Prohibited Actions. Without the consent of the Securityholders’ Representative (which shall not be unreasonably withheld, conditioned or delayed), but only to the extent (a) Other than the Escrow Agreement has not terminated and then, only to the extent there is any unapplied Indemnity Escrow Amount or (b) Securityholders could be directly liable for Tax by any of the following actions, Parent shall not, and shall cause the Company and its Subsidiaries, and each of its and their Affiliates to not: (i) file any Tax Return (except as set forth in Section 8.1, Purchaser shall not take, and shall 5.11(a)) or amend any Tax Return for or with respect to the Company or any of its Subsidiaries with respect to any Pre-Closing Tax Period; (ii) make or cause its Affiliates (including the Acquired Companies) not to take, be made any action outside the ordinary course of business after the Closing extraordinary transaction or event on the Closing Date (or pursuant to a plan in existence on after the Closing Date) that would reasonably be expected to (i) increase any Tax liability of Seller for or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (A) that would be taken into account in determining the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2. (b) Without limiting the generality of Section 8.7(a), other than as set forth in Section 8.1, following the Closing Date, neither Purchaser nor any of its Affiliates (including the Acquired Companies) shall (i) make any election with respect to any Acquired the Company or change its Subsidiaries; (iii) voluntarily disclose any method of Tax accounting item or advocate any Tax accounting period of position in any Acquired CompanyTax-related audit, which election administrative proceeding or change would be effective on or prior judicial proceeding with respect to the Closing Date, (ii) amend any previously filed Tax Returns of the Acquired Companies for a Pre-Closing Tax Period, (iii) file Tax Returns of the Acquired Companies in each case for a Pre-Closing Tax Period in a manner inconsistent with past practice (except as otherwise provided under Section 8.2) or in a jurisdiction where the relevant Acquired Company has not historically filed Tax Returns, (iv) settle or compromise any Tax audit or similar proceeding with respect to the Acquired Companies for Company or its Subsidiaries; (iv) except through the extension of time to file any Pre-Closing original Tax PeriodReturn in the ordinary course, (v) initiate discussions waive or examinations with Tax Authorities regarding Taxes otherwise extend any statute of the Acquired Companies limitations with respect to any Pre-Closing Tax Period or (vi) make any voluntary disclosures Tax associated with respect to Taxes of the Acquired Companies for any Pre-Closing Tax PeriodsPeriod, in each case, without case for or with respect to the prior written consent of Seller Company or its Subsidiaries; (such consent not to be unreasonably withheld, conditioned or delayedv) if such action would reasonably be expected to (A) increase make any Tax liability election with respect to the Company or its Subsidiaries with an effect on or before the Closing Date, (vi) cause or permit the change or adoption of Seller any accounting method or convention or Tax position that shifts taxable income from a taxable period (or portion thereof) beginning after the Closing Date to a taxable period (or portion thereof) ending on or before the Closing Date or that shifts deductions or losses from a taxable period (or portion thereof) ending on or before the Closing Date to a taxable period (or portion thereof) beginning after the Closing Date, (vii) surrender to any Tax authority any right to claim a refund for Taxes of the Company or its Subsidiaries, or (viii) take any action after the Closing but on the Closing Date that is outside the Ordinary Course of ‎Business of the Company or its Subsidiaries that affects a Pre-Closing Tax Period of the Company or its Subsidiaries‎. Parent shall not make, and shall cause the Company and its Subsidiaries and each of its and their Affiliates (other than the Acquired Companiesto not make, any election under Code Sections 336(e) or of any Acquired 338 with respect to the Pre-Closing Tax Period, in each case for or with respect to the Company (I) that would be taken into account in determining the Final Purchase Price or (II) for which Seller would otherwise be responsible pursuant to Section 8.2 or (B) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2its Subsidiaries.

Prohibited Actions. Until the earlier of Closing or termination of this Agreement, ▇▇▇▇▇▇ agrees as follows: (a) Other than as set forth Without Purchaser’s prior written approval, which may be withheld in Section 8.1Purchaser’s sole and absolute discretion, Purchaser Seller shall not takedirectly or indirectly, other than the REA, the Marina Lease and shall cause its Affiliates (including the Acquired Companies) not Recognition Agreement and subject to takethe rights of Existing ▇▇▇▇▇▇ ▇▇▇▇▇▇ and the rights, if any, of any action outside the ordinary course of business after the Closing on the Closing Date (or pursuant to a plan in existence on the Closing Date) that would reasonably be expected to Existing Sublessees, (i) increase sell, lease, contribute, assign or create any Tax liability of Seller right, title or interest whatsoever in or to the Residential Parcel or any portion thereof or the balance of its Affiliates (other than the Acquired Companies) Project Site or of any Acquired Company (A) that would be taken into account in determining the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or portion thereof, (ii) result enter into any agreements that encumbers the Residential Parcel or any portion thereof or the balance of the Project Site or any portion thereof, including, but not limited to mortgage and security agreements, promissory notes, and assignments, or cause or knowingly permit any mortgage, deed of trust, Lien, assessment, obligation, interest, encroachment or liability whatsoever encumbering Seller’s interest in a payment the Residential Parcel or the Project Site to be placed of record against the Residential Parcel or any portion thereof or the balance of the Project Site or any portion thereof, (iii) enter into any new (or extend, amend, renew or replace any existing) agreement, contract, permit or obligation affecting the Residential Parcel or any portion thereof or the balance of the Project Site or any portion thereof which would be binding upon Purchaser, the Marina Lessee or the Master Sublessee or (iv) enter into any agreement to a Purchaser Indemnified Party pursuant to Section 12.2do any of the foregoing. (b) Without limiting the generality of Section 8.7(a)Seller shall not commence or allow to be commenced on its behalf any action, other than as set forth in Section 8.1, following the Closing Date, neither Purchaser nor any of its Affiliates (including the Acquired Companies) shall (i) make any election with respect to any Acquired Company suit or change any method of Tax accounting or any Tax accounting period of any Acquired Company, which election or change would be effective on or prior to the Closing Date, (ii) amend any previously filed Tax Returns of the Acquired Companies for a Pre-Closing Tax Period, (iii) file Tax Returns of the Acquired Companies for a Pre-Closing Tax Period in a manner inconsistent with past practice (except as otherwise provided under Section 8.2) or in a jurisdiction where the relevant Acquired Company has not historically filed Tax Returns, (iv) settle or compromise any Tax audit or similar proceeding with respect to the Acquired Companies for Residential Parcel or any Pre-Closing Tax Period, (v) initiate discussions portion thereof or examinations with Tax Authorities regarding Taxes the balance of the Acquired Companies Project Site or any portion thereof without the prior written consent of Purchaser, which Purchaser may withhold in its sole and absolute discretion; provided, however, if Seller is named in any such action, suit or proceeding, Seller may participate and defend or enter into an agreement with respect any other Person to any Pre-Closing Tax Period defend Seller’s interests in such action, suit or (vi) make any voluntary disclosures with respect to Taxes of the Acquired Companies for Pre-Closing Tax Periodsproceeding and may settle same, in each case, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed) if such action would reasonably be expected to (A) increase any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (I) that would be taken into account in determining the Final Purchase Price or (II) for which Seller would otherwise be responsible pursuant to Section 8.2 or (B) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2Purchaser’s consent.

Prohibited Actions. Unless otherwise required by Law, without the prior written consent of the Sellers, which consent shall not unreasonably be withheld, conditioned, or delayed, Purchaser shall not, nor shall it permit any Affiliate to: (a) Other than as set forth except in Section 8.1connection with the Tax Returns described in Sections 9.02(a) and 9.02(b), Purchaser shall not takefile, and shall cause its Affiliates (including the Acquired Companies) not to takere-file, any action outside the ordinary course of business after the Closing on the Closing Date (supplement or pursuant to a plan in existence on the Closing Date) that would reasonably be expected to (i) increase amend any Tax liability Return of Seller the Company for any Pre- Closing Tax Period (unless required by a determination within the meaning of Section 1313(a) of the Code or any corresponding provisions of its Affiliates (other than the Acquired Companies) state or of any Acquired Company (A) that would be taken into account in determining the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2. local law), (b) Without limiting the generality of Section 8.7(a)file any voluntary disclosure agreement, other than as set forth participate in Section 8.1any arrangement similar to a voluntary disclosure agreement, following the Closing Date, neither Purchaser nor or voluntarily approach any of its Affiliates (including the Acquired Companies) shall (i) make Taxing Authority regarding any election with respect to any Acquired Company Taxes or change any method of Tax accounting or any Tax accounting period of any Acquired Company, which election or change would be effective on or prior to the Closing Date, (ii) amend any previously filed Tax Returns of the Acquired Companies for a Pre-Closing Tax Period, (iii) file Tax Returns of the Acquired Companies for a Pre-Closing Tax Period in a manner inconsistent with past practice (except as otherwise provided under Section 8.2) or in a jurisdiction where the relevant Acquired Company has not historically filed Tax Returns, (iv) settle or compromise any Tax audit or similar proceeding with respect to the Acquired Companies for any Pre-Closing Tax Period, or (vc) initiate discussions change any accounting method or examinations with Tax Authorities regarding Taxes of adopt any convention that shifts taxable income from a period beginning (or deemed to begin) after the Acquired Companies with respect Closing to any a Pre-Closing Tax Period or (vi) make any voluntary disclosures with respect to Taxes of the Acquired Companies for shifts deductions or losses from a Pre-Closing Tax PeriodsPeriod to a period beginning (or deemed to begin) after the Closing, or (d) undertake any action outside of the ordinary course of business on the Closing Date but after the Closing; provided, that notwithstanding the above, Purchaser and its Affiliates are permitted to undertake the activities set forth in each case, (a) through (d) above without the prior written consent of Seller (the Sellers to the extent that no indemnification obligation would be created for the Sellers pursuant to the terms of this Agreement from such consent not undertaking, and Sellers shall have no indemnification obligations hereunder arising from any such undertaking; provided further, that and excluding any activities permitted pursuant to be unreasonably withheldthe preceding proviso, conditioned or delayed) if such action would reasonably be expected prior to (A) increase any Tax liability of Seller Purchaser or any of its Affiliates undertaking any activity set forth in (other than a) through (d) above because of a requirement of Law, Purchaser shall notify Sellers of the Acquired Companies) or same in advance of undertaking any Acquired Company (I) that would be taken into account in determining the Final Purchase Price or (II) for which Seller would otherwise be responsible pursuant such activity and shall offer to Section 8.2 or (B) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2.meet with Sellers